Bats don't eat Spiders
by ArtisticWord
Summary: A mysterious and deadly villain sends Spider-man into the world of Stephanie brown, who finds that her life becomes more exciting with his arrival...and a bit more lovely. (Eventual Peter X Stephanie)
1. Night

Picture a large theater.

Not the one you would normally attend, an abandoned one that's falling apart. Inside the theater is a stage and people. Not the kind of people that are friendly, people that would kill without a second thought:

Two-face, a man with one side of his face scarred, stood with his men as they glared at:

Penguin, a mob boss.

And Black mask, another crime boss.

And a heavily muscled Brazilian man.

And a large clay monster.

And a man with a ventriloquist doll.

And a mercenary.

And a man in green who walked in just now. "...Will you please stop glaring at each other like pack dogs?!" The riddler shouted. Two face didn't even blink. "Not until whoever invited us comes."

"Did you really think they'd stop?" Deathstroke yawned.

"No, but it was worth the try."

"AND, it will be worth the wait!" They all turned to see a man in the Doorway. The man had bright green hair, heavily greased to points. He wore something similar to the riddler, only purple with a green vest. They all tensed as they noticed his white skin and wide red lips that were pulled into a grin. It was the Joker. "YAAAAAAAAAAAAAAAAA HA HA HA HA HA HA HAAA! Greeting, fellow chaps! Two-face, nice to see you!"

"Get out of my face clown!" He growled.

"...which one, coin boy?" Harvey paused, taking in the Joke rather slowly. He scowled soon after while almost everyone else chuckled.

"HOOO-HOO-HOO-HA HAAA! Oh, I love that joke! Cracks me up all the time! heh heh!" Joker grinned.

"Just tell us what you've brought us here for." Two-face grumbled like a rabies ridden bear.

"Hmm, where to start...oh yes! All of you in here,including me, are valued chaps of mine! You enjoy a good robbery, I enjoy a robbery! You like hostage situations, I like them too! Why Facey and Blackey here have enjoyed my company!"

"You burned half of my face off...but I GUESS that's a good thing."

"You held me at gunpoint, tied me up in a van and nearly burned me to ashes! Not to mention killing my men with a glass!"

"And who gave me the glass? Exactly. Besides, I'm a skilled person. But back to the matter at hand...you see I...well, we have a problem. As you know the most recent member of The Bat family has been most troublesome, which is shocking for a guy like me! Heh! With her wisecracking and taunting about us, how stupid she says we are, how handso e i am, how she says I'm the greatest villain of all ti..."

The clown Prince of crime noticed the expressions of the criminals and straightened his hair. " She's Batgirl the 2nd, but i like to think of her as BatBlonde! Dent here is VERY familiar with her after she toppled his raining poisonous coins gag."

"You bet I am familiar." Two-face flipped his coin. "But what makes you think we'll make her beg for mercy with the likes of you?"

"For once, we agree on somethin'?" Clayface declared gruffly.

The Joker's smile grew wider. "And that's the good part, my mudcake friend! I'm offering a reward!"

Black mask and Penguin rolled their eyes, starting to walk towards the exit. "Reward? From you? Preposterous." Oswald commented.

"Another thing we agree on." Bane pointed out.

"Gee...I should read the news more often. I didn't realize 850 billion in cash was preposterous!" The Joker chuckled at how fast everyone looked at him.

"...you're joking." Riddler said.

"Oh I assure you, my twin in green, It's no joke. That's what I'm willing to give INDIVIDUALLY for your help in taking down one of Batman's bratty daughters."

"Just for Her?!" Clayface asked in shock.

"Yep! For helping making her Dead, you get 800 million dollars! And bringing her alive to moi: 1 trillion! HA HA HA HAAAAA!"

Silence reigned as everyone grinned at the idea. Then riddler spoke up.

"Just two questions. One, what would you need Bratgirl alive for?"

"We're going have a nice laugh. It will be the most painful joke involving a crowbar and a rope...but we'll have a NICE giggle or two." The expression Joker had looked like he wanted to laugh his head clean off, but he eerily kept silent." What was the second question?"

"Well, how am I your twin? I'm a riddler. You're a Joker! You make jokes."

"Well..." Joker paused, scratching his head. "It's hard to explain. Uh, Penguin? You both speak like scientists. Explain it."

"What he means is...well, you're more like cousins. Some riddles are funny, and some Jokes are more like questions."

"Oh."

* * *

Stephanie's eyes opened slowly this morning. Her big green orbs immediately registered the sunlight's familiar bright glow and then the added blue of the sky. The sixteen year old slowly moved herself to be in a sitting position on top of her pillow, her back against the wooden railing. The railing that belonged to her...uncle Alfred, since she was staying at her apartment with no furniture for awhile, so she had recieved it from him and promptly yawned from the comfort of her bed. With an unlady like scratch to her side, Jubilee leaped out of bed and walked over to her mirror that hung on the wall loosely, where she examined her facial features. Same sparkling eyes. Same electric yellow hair that hung limp from her head. Same cute curve in her nose. Same pinchable cheeks. Same pillowy pink lips. He brought her hands up to lightly comb back a few wild strands of herand rub off the dried trail of drool from her chin. She gave herself a practiced smirk and began going over her same 5'7 body.

 _...scratch that. Same SEXY body._ Steph thought confidently.

"Well Steph ol girl, time for another day."" She mumbled. "And just hopefully, get a raise at my job..."

So, with another slightly depressed sigh, the young girl plodded towards her guest room door. Hopefully a little cereal would bring her chin up a bit.

"YAAAAUGH!"

Apparently, her slightly older friend had been on her way to give Stephanie something during her morning jog(since she was a total athletaholic), because she was greeted by the sight of Cassandra Cain and her tendency to somehow startle people.

Cass is 5'7 tall, with fair peach colored skin, thin pink lips, boyish, (and for the moment) extremely scruffy black hair with shining streaks, big brown eyes, and lavender eye shadow. In terms of her attire, she is most notably found wearing a dark gray leather jacket, fashionably ripped dark gray leggings with violet patches, underneath a pair of black shorts with red highlights, a white shirt, black trainers with blue on them, and bare-knuckle gloves. Of course now, she's wearing her black buttoned up jammies.

"WOAH! Oh...oh geez..." The Blonde placed a hand over her heart tightly.

"Sorry..." GoGo said slowly, reminding Stephanie of the fact that Cass was new to speaking. "Brought Doughnuts. For you."

Stephanie grinned at her, grateful for the sugar supply to keep her moving thruought the day . "Awww, if we were biological sisters i would so love you right now."

"Dont let...that stop you." Cass grinned back as happy as a miner finding gold and handed Steph the small paper bag. "You have...work?"

"Mmhmm! Tim is meeting. Me at. The park!"

"Oh..." The blonde pouted just barely, her mind imagining Cass and her recently announced boyfriend jogging together. Lucky them, being all happy together and what not...but that left herself out. In facr, she was the bachelor of The Batfamily, which was surprising for a family that held Jason Todd. The only other bachie was her 'little brother' Damian, who claimed girls were immoral and that they would never be with him. She could just imagine how bad he was going to feel when he hit puberty. probably as bad as she felt.

"You okay?"

"Huh?" Stephanie snapped back into reality. "Oh yeah. Im perfectly fine."

Cassandra didn't look convinced, but she didn't press Steph for answers. "Okay...I'm gonna go. Bye!"

The Blonde nodded, slowly closing the door. "Buh Bye!"

* * *

As usual when it comes to black outs, he awoke with a breif throbbing headache.

He awoke in the middle of the totally unfamiliar street dazed and confused. The last thing he remembered was defeating another round of ugly thugs before he just...passed out. Then travelling through some kind of...Enormous slide made up of blue and purple. It was almost like a ride at a really expensive theme park, only the irrational fear of losing your life was released with the now totally rational fear of losing it.

He sighed as he got up, quipping instinctively. "Well, thanks for riding the stomach twister, ladies and gents. You were a real treat pleasing. Please wait until the street stops spinning before exiting the left of the vehicle...come back real soon..."

'Hmm...Doesn't look like New York...Or Boston. Or any city I've ever visited before. Crummy, scumm, and dark...Daredevil would be right at home here. Wait a minute...' Spider-Man broke from his thoughts and looked down to see that his suit was slightly torn, possibly from the fall. 'Greeeeeat...now I gotta play grandma and sew this up...or wasn't sow? Sewed?'

Spider-Man followed a noise into a dark alley, which he knew were going to be common around here. He wasn't too surprised to see a hulking, muscular reptilian man had cornered what looked like a teenage girl into a corner. The reptilian figure had brow/green skin and wore no shirt, but he did wear a pair of torn plaid pants...and a huge tail to boot. "Oh come now...Crocs gotta eat girly. An don't worry...I'm a fastest eater..."

"WOW!" Spidey pretended to be surprised at the croc dude."OOOOOH MY GOSH! IT'S A REAL LIFE NUMBSKULL! Wow! They told me idiots only come out to look for a brain! Wow, I gotta take pic of this narley croc! Everyone's gonna like me on Twitter...Though I gotta make some friends wherever here is first...HEY GREEN 'N STUPID! DOOOOO YOUUU SPEEEAK ENGLIIIIISH? DOOO YOUUU KNOOOW WHEEERE III AAAAAM?!"

Killer Croc grumbled like some brutish bear, scratching his claws against the brick walls known as his chin. "You're in Gotham, ya little gnat. Soon to be in my stomach!"

Killer Croc charged Spider-Man who used his webs to jump over him, kicking him in the thug's huge back and sending the Croc crashing into a wall. "Actually I'm Spider. But I guess you could say they're just as annoying. What's your name? The brainless lard?"

"DIE!" Killer Croc roared, swinging a car sized fist at Spider-Man. The teenage crusader quickly dodged the sluggish attack and finished by grabbing Croc's arm tightly. "Die? Huh! That's actually original. NOT. Seriously, you might as well have shouted 'YOU BAFOON' or 'DARN YOU'! Heck, 'Curses' would've been less embarrassing."

Spider-Man snapped Croc's arm backwards, causing the oaf of a giant to be hurled overhead. Spider-Man then kicked Croc in the neck causing him to smash into the wall yet again. Spider-Man finished the job, webbing up Croc and turning to Croc's would be victim. She was definitely a girl, about 17 years old, a terrified expression on her face. She tightly hugged Spider-Man, catching him off guard completely, before bursting into tears. This was definitely a new place; anyone he saved would scream at him and call the cops to shoot him.

"I...I-I don't kn-know who y-you are b-but...Th-Thank y-you...!" she cried. Spider-Man gently patted her on the back, comforting her as much as he knew how to.

"Well...Just your...Friendly Neighborhood Spider-Man here to help...so...this neighborhood is called Gotham, right?"

"...*sniffle*...y-yes..."

"Okay then...Why don't you call 911 and then get inside somewhere...And I will go figure out a few things, Kay?"

"O-o-okay..."

* * *

Steph had a dayjob as mentioned before, and that dayjob was being the cashier of this low down place called _Frito's Franks_. It was just some hotdog and burger place practically in the middle of the street, not to mention very grubby. But it got a whole lotta customers somehow, especially today. Steph worked tirelessly to get herself into the job knowing she was under the crummy eye of her manager, and that to get her raise she'd have to work efficiently with cashing in people's money and taking in orders and serving them out with a cheesy grin. It was a strenuous job; but it payed the rent and...a certain other thing. The last thing she wanted was to look like someone who needed help. She could take care herself, as she thought.

"Thank you, Sir!" Stephanie offered another customer a huge smile as he turned around without a thought about her. "Uh...okay. Have a good day...jerkface."

"Steph!"

The blonde cringed at the sound of her name being called by Mr. Totol, The Manager of the mini diner. "I didn't mean it!"

"Meet me in my office."

A short rushing sequence later, and Stephanie was sitting patiently in front of the lanky business owner. He seemed to be uninterested in her, but would glance up from his paperwork every once in a while as if he were. "...So, ...you're a pretty good worker here. Just think of the things you've accomplished here!"

The young woman was beginning to smile;this was the kind of speech that lead to a promotion!

"You've shown excellent behavior towards customers and staff, you've been quite the efficient young lady and you have a photographic memory when it comes to orders." He paused, sighing deeply...and that was when Steph's smile fell apart like a broken building.

"...But?" She asked in knowing expectation, wondering what faults she'd committed there.

" _But,_ there's the employment issue. You've been here for well over a year, and we've had everyone else make way for the newer employees...Everyone except for you..."

"Look, this place pays me good." She explained. "I have goals made for that money and-"

"I understand that...but those goals will..."

Her eyes narrowed ever so slightly at his demeanor. "Will what? I do have a job to get back to,with all due respect-"

"Not here...Not here, you don't.' he swiftly coughed out and left the younger of the two in complete horrified silence. After what felt like hours of no sounds or speeches being mad, Stephanie's body tensed into a slow building pose of depression.

"Are...A-Are you firing me?" The blonde inquired, her voice almost a shaky whisper. Several moments later, the reluctant nod came. "But...you can't just do that! Just because of-"

"I'm not being discriminatory. That's how I was able to use the At-Will Employment Doctrine...Are you familiar with it?" He asked rhetorically. " The At-will employment Doctrine means I as the employer can terminate an employee for any reason - A good reason - provided the basis for the termination is not discriminatory."

Stephanie stared at him incredulously, and with a scoff stood from her seat abruptly."Okay, okay Fine! Throw me out. It's not like this place is the best thing in the world!"

Despite the outburst, the manager jumped when the door to his office slammed behind her on the way out.

* * *

 _I've been fired...oh my G-...I don't have a job._

Stephanie slowed her breathing in the bathroom, but she had yet to get her hands to stop gripping her hair in frustration. The girl hated these battles with herself, to get herself not be sad or to stop herself from being some whining, helpless little girl. If there was one thing Stephanie was, it was being persistent on keeping herself strong...Bats are strong, never weak. That was the true statement she had to remember. Even so, she couldn't help but think about the things she had planned for herself...the path she was going to lead when she had enough money. She could be herself and have a great daylife, something Barbara wanted dearly for her. now thanks to that stupid jerk she was back down to the money Bruce gave to cover her apartment bills. And she would NEVER ask him for money.

Stephanie placed her hands on the counter of the sink, her body bent thanks to the position her head was in while gazing at herself in the mirror. She watched her own face helplessly as the events twelve minutes ago played over and over in her mind. Just as she closed her eyes tightly to stop her tears from forming, her commlink buzzed from her nightstand. Stephanie looked abruptly and sighed.

Maybe, just maybe...a little midnight excursion would save her from this crummy day.

* * *

It seemed funny to Stephanie brown how the city could be so vast and brighter during the day, but more dark and deadly as night came. And of course, not just in terms of light. Physically, things became darker for the city of Sinsen when dawn turned to dusk. Nocturnal worms sprouted from the shadowy concrete soil and ate at the innocent plants. They had no regard for others; tormenting people, stealing from them, raping or blackmailing. It never ended in this city, or Gotham and even part of Metropolis. But at least she had a job that never ended. And keeping people safe is the best job in the world, no matter how long it takes.

Batgirl stands on the roof edge of Gotham's tallest building, above all the bright lights and sounds below her. She could feel the cold wind of the higher atmosphere licking at the skin of her peach-colored cheeks, and the tightness of the Kevlar batsuit on her athletically toned body;it's fibers keeping in her warmth. She could hear her cape ruffling behind her; blending it's familiar sound in with that of honking cars and distant pop music and many,many people. The scent of food being sold from the hotdog cart on the corner of Belgium Avenue fluttered into her nostrils and made her imagine the taste of a hot dog briefly. Even smoke from cars, which usually came from such low areas, managed to come up to greet her nose. The seventeen year old reached up and brushed her unruly hair back from her mask, which covered only around her eyes and part of her forehead. It gave a whitish look to her pupils, a more frightening appearance to those that did evil.

A sudden siren erupted, making her eyes snap back down to the area below her. A Pagani Huayra seemed to gallop on its wheels down the street, followed closely by eight police cars. Seeing as how cars like that are very expensive, the person driving must have stolen it and was planning to make off with it. Strangely, as soon as the stolen vehicle went past a red light, an eighteen wheeler just so happened to stop in front of the cops and let him get on his merry way. But that was fine. Stephanie had an idea of where this guy was hurrying off to. She turned her masked gaze from the crime in progress and arched her head downwards to her cape, peering down at the sky of black and yellow cabs. Her gloved hands gripped the sides of her cape before her arms spread apart evenly and she stood on the very edge of the building.

"All units, we have a robbery in progress! There are Armed assailants attempting to flee via... Dump truck." Steph heard the dispatcher speak over the police scanner. She watched the muffled commotion of crashing cars and car horns and horribly screeching tires and running people as a massive green dumpster truck slammed through the everyday standstill traffic, flashing red and blue lights in pursuit.

"*sigh*...Another night, ol' girl...this city never sleeps." Batgirl huffed, tipping herself over the precarious concrete edge and falling from the tower towards the ground below at whiplash-like speeds. The free-fall sent chills of cold air whipping across her kevlar tightened skin and somehow even rippling the tight costume. Her cape clenching hands pressed to her sides and her legs went tight together to make her dive faster, terminal velocity achieved. The cold air sunk through the stone-like toughness of her mask and cooled her skin.

As he reached the tenth floor of the building on his fast track way down, she lifted her arms; her cape now catching furiously moving air and propelling her body forward in a glide. She pulled herself up out of the dive and kept both hands on her cape sides. Her belly skimmed the tarmac and she barely avoided clipping a garden of wing mirrors. He swooped through the streets of Gotham, smiling to herself as she heard the very few onlookers shrieking with great surprise and Awe: "Is that batgirl?!Look, it's Batgirl! Woah! Look guys! It's Batgirl!"

Soon enough she saw the parted sea of smashed cars and debris, the massive Dump truck crushing its way through the streets. Sirens blared in very distant pursuit and the closer Stephanie got, the crackling gunfire rattled louder to her concealed eardrums. The Batgirl swung up from the mid level, releasing her grip and somersaulting through the air like a tire, leveling back out just as swiftly. She released her hold once more and slingshot herself forward, flying over the police cars, rolling her body through the air again almost in slow-motion as bullets whizzed past her. To stop gravity from pulling her to the ground, she shot her arms out again and swooped by the Dump truck, seeing the driver and two other armed robbers, all wielding the biggest semi automatics she'd ever seen.

She glided up over the truck and then landed on the back hood with ease. Crawling at quick speeds, she peered down and made her masked head visible to the driver of the truck, who seemed to be less than pleased with seeing her.

"You know, I'm kinda glad you guys are here tonight!" Batgirl quipped. "You guys are the punching bags I need to help with some inner turmoil."

BEPBEPBEPBEPBEPBEPBEP!

A spray of bullets broke through the glass and pierced the area where Batgirl originally was before she dodged them. Once the fire stopped, he shoved her hand into the window and shot a hand at the gun, before yanking it out.

Suddenly his she was aware of a few loud screams and she peered up at the next Junction. Stephanie gasped, her mind slowing things to an hour a second so she could assess the situation: A group of people trying to swiftly cross the road, a bus of pensioners slowly idling towards the junction from the left, and the Dump Truck hell-bent on escape. Almost instantly, She knew what to do, swinging up over the dump truck (with the aid of her batline) and towards the Junction.

With seconds to spare, she glided down, grabbing the woman in front's hand and pulling her to the curb, then the train of people following her hand pulled back with her. When Steph used her batline, She landed on her feet behind them and shot twohands into the backs of both the other members, pushing them all back to the curb just as the huge wheels of the Dump truck crushed the crossing inches from her cape.

"Thank you." The woman wheezed thankfully, Batgirl nodding solemnly as she lunged up and into the air via grappling gun. She saw the bus inches from the Dump truck and leaped onto the side of the truck, making the driver yank the steering wheel to the left, sending the massive truck rolling past the bus and into the wall as he leaped off. Aaaaaand, that massive problem was defeated. Stephanie pumped her arms in the air triumphantly.

"And you bud? Thanks for the therapist assistance. I really had a crummy day." She casually told the robber. The tattooed and scarred man lifted a pistol up to Stephanie's masked face.

"A pistol? Don't you have any more machine guns in there?" Batgirl sarcastically pretended to be appalled by his weapon choice. Quickly he slung her batline to the gun and pulled it up and out of the criminal's hand. Astonished, the man watched his chrome gun skip along the pavement."ah...much better. Any who...You guys have been a big hep, but...ya know how much trouble you've caused? Not only did you destroy downtown Gotham...with a dump truck, by the way, But then I had a cramp in my leg like three seconds ago. Those really hurt!"

Stephanie looked up sharply at the other robber aiming the rifle at her head. She whipped out her razed and shot the man in the head, knocking him out cold seconds later. He fell into the massive tray of the dumper, which invited a short giggle out of Stephanie's turned and saw the third gunman wielding another rifle.

"Hands in the air! I mean it!" the man snarled. Steph shot her kevlar clad hands up and seemingly surrendered.

"...And they stay there?" Batgirl said with a hidden smirk as she did a little groove dance. Then she suddenly fell backwards onto her shoulder blades while her knees tucked in towards her chest. Like a coiled spring, she ejected herself feet first into the man's head. He satisfyingly crumpled to the ground.

"One left." She sighed, walking across the Dump Truck roof and punching through the cabin ceiling, pealing the metal apart and...finding no one there. He turned to see the last thug racing into an Alley, just out of batarang range range. "WAIT! I just want you hold still for a sec!"

Hearing no response(not that she was expecting one anyways), Batgirl shook her head and sprinted towards the alley.

The groaning became clear through the alley as Stephanie approached, and she turned the corner to find the third thug crumpled on the ground, his gun sliding to her feet outside the alleyway. Upon seeing this, the roar of an engine piercing his ears. It was the really expensive car from before...and she could hardly believe who came out of it.

It was a man dressed in a heavily padded suit, orange and black in color and leaving only his scarred face seen. His thick hands gripped two metallic carvings tightly, and it was evident that he had a huge mechanical backpack on. He made a face composed of sneering and smirking at the same time. "The plan worked after all."

"Electrocutioner..." Batgirl gritted her teeth slightly, furious at the fact that she'd walked into a trap.

"When i got word of the bounty on your head, I assumed they were joking. You're just some girl pretending to be Batman." He tsked and shook his head. "Still, if the offer still stands I think I'll take you dead and get my reward."

"Oooh, what a shocker!" Stephanie said, her hands hovering near her belt. "Take your best shot."

"Will do."

She wasn't expecting the stream of electricity to come at her, but she still rolled out of harm's way. Electrocutioner never had that kind of technology on him..maybe it would be best to make a retreat...

 _No! I just gotta get him to fight on my level. Then I can take him._

After evading another blast of electricity, Stephanie smirked at him. "Man, you're a coward! You can't even fight with something you're actually touching!"

The man scoffed, and then reached behind himself. When his hands reappeared, they were clutching very large whips...each one crackling with electric strands as big as her arm. Batgirl practically swore herself out when she had to move away from the tip's crack. Even then flicks of electricity coursed through the damp ground and into her suit. She stumbled a bit, and she wasn't able to properly throw the blunt ended batarangs at his head. The next crack of the whip was very close, and she seethed when a burning pain arced across her spine. Stephanie fell to the ground, but willed herself to stand up again just as she heard a laugh and the whip slashed across her stomach.

"gAAUGH!" Stephanie clutched her stomach. The girl's blood ran cold;her suit had been torn across her stomach and she could plainly see her red marked belly from it. She knew Electrocutioner was too much for her to handle, but by that point something burning wrapped around her calf. She struggled vainly as she was dragged back, the burning in her leg increasing even more. The pains topped as she halted just below the sneering villain.

"Like I said, it's a wonder they had this much trouble with you. All you have to do is tire out the bat first...then get to work." He explained, just before Stephen felt his fist smack the side of her face painfully. "You're no Batman, though. But I'm not a picky man... Punching you until your skull snaps will be more than-"

That's when he got hit in the head with a four inch thick pipe, held by a swinging red and blue blur.

She gradually managed to sit up against the pain, and see what had saved her.

It was a male wearing a thin and skintight spandex body suit with bright red and dark blue based design. the suit has multiple black web threads on the red parts only, and at his mask are big white polaroids with a black outline to symbolize his eyes. a black spider silhouette rests on the chest and a big red spider insignia rests on his back, while spider webbings are stationed under his gloved laced by odd looking watches, with tiny nozzles pointing towards his palms. Despite the color scheme, he looked like one of the most dangerous of villains: Black Spider.

"Whoo! What a home run!" After trapped Electrocutioner in webbing, The figure came over and quickly got Stephanie to her feet. "So, you okay there trick-or treater?"

With adrenaline fueling her, Stephanie shoved him away and directed a sharp edged Batarang in his direction. He seemed really confused by this point.

"Okay...your welcome. Could you put the weird weapon down?"

Wait a sec.

This wasnt Black Spider.

At least as much as she could tell. The costume seemed slightly different than the one the actual supervillain wore, but it was identifiable in this darkness; Not to mention his voice sounded as young as her own. Batgirl slightly lowered her aimed batarang and In response, the costumed crusader lowered his hands. "...Uh, you're not gonna stab me, right?"

"No...nngh...no reason...to..." Artemis slowly explained. "I ju-st...mistook you for...this other guy."

"Oh, some crook dressed up like your friendly neighborhood arachnid! I understand."

She shook her head at him slowly, wondering where the heck this guy came from...and how that was supposed to relate to the brightly dressed guy in front of her. "No... Not who...ever Spider-man is. I-Is that who you are...? I thought you were this Supervillain...guh...ngh...called the Black Spider. Your costume is almost like his, but it has bits of re-"

"I hate to be the bearer of bad news..." The teen crossed his arms warily "But I think you're bleeding out...I'm just judging by the back wound and stomach wounds...that wound on your leg.

The female crusader bit her bottom lip. That wasn't hard not to notice, especially with the pain and her thoughts blurring.. "I...know that..."

"Okay then." His body awkwardly paused, then reached for the girl. "Well, let's get you to the hospital then."

"N-NO! I can't g-" Her speech was stopped when she suddenly hacked up a bit of blood and a tooth as well. Luckily it wasnt from the front. "GUH...we can't...go to the hospital."

"That's a very bad decision, you know." Spidey grimaced and held her shoulders gently. "What do you suggest we do?"

Stephanie wiped the blood from her lips and thought. If she stayed here...she could die. If she went to the hospital, they'd see her face somehow...that left home. But perhaps this guy wouldn't see her face if she went there and got herself patched up before she bled out. Then he could leave and everything would he back to normal...somehow.

"I'm...going to ask that you get me...home. There's stuff there that c...can help me." She managed to glare at him. "But do anything to compromise my identity, and I will beat the brains out of you."

"Right...well, I have mask issues too. So I won't try anything!" He held up his left hand. "Scout's honor."

"Good. Now how will you take me HOOOOOOOOOOOOOOOAH!"

In a matter of seconds, Spidey pulled them both into the darkened sky and then fired another web. Batgirl noticed a safe pattern to the method of his transportation: he'd swing on the webline until his momentum got him into the air, then he'd fire another webline and gravity would cause the cycle to repeat once again. Spider-Man glanced at her as she turned her attention to bright lights of the city below, albeit groggily thanks to her condition.

"I take it you like the view."

"Well...yeah. I-Ive glided above this city before but...this doesnt have any tension with it. Its-GAH!...sorry...Its relaxing...how long...did it take you to learn how t...too do this?" Batgirl asked as they soared over honking cars.

"A day. Of course, I had to make the webbing extra strong so it could support me and a passenger."

"Turn left here. You m-made it yourself?!" She asked, astonished.

"I sure did! The formula's pretty simple, at least to me that is." Spider-Man narrowed his lenses. "Uh, do I keep going straight here? Girly? Can you hear me...?"

Batgirl peered down, spotting her familiar window. "Huh...yeah...T-tim...over there...the one with...the plant on...the sill..."

Spidey was a bit more worried from her slurred voice, and guessed the slow oozing blood didn't get enough oxygen to her brain. "Good thing you haven't passed out yet...but who's Tim...?"

"The...I...why am I...so tired..."

He landed on the roof in front of her window. "Hey! Don't fall asleep on me!...uh, just keep talking to me! What's your favorite color?"

"...puuuuurple..." She slurred sleepily. "My mommy...always got me purple...candy..."

"That's...That's awesome. You,uh, you like your job?" Spider-man managed to carry her inside and place her onto the bed in the corner, before looking around the expensive apartment. "If you have job...?"

That only seemed to make the poor delusional girl very sad, and she whimpered quietly to herself.

"Okay, better question! Do you have bandages?"

"Uuuuuuuuugh... ... Top draw...er..."

When he looked into the drawer, he pulled out a huge tub filled with gauzes, antibiotic liquid and a huge roll of bandages. When he turned around, Batgirl was leaning back against the wall and staring at the wall crawler in pure fright. "No! S-Stay away from me! P-please!"

"Hey! It's me, remember?" Spider-man warily placed the box on the bed and approached Stephanie warily. "Your friendly neighborhood Spiderman? I'm not gonna hurt you."

He wasn't sure if she'd by that in her state, but she did relax slightly. "Y-You promise...?"

"Yeah-Yeah! I promise!"

Batgirl sighed, but that erupted into a cough. Peter took notice of the bleeding stomach, and reached into the box for the antibiotics first, just to be safe..."okay...I need you to focus, okay? Which of these should I use?"

"...the brow-COUGH,COUGH!" She closed her eyes tightly. "The brown one..."

He took of his gloves quickly and rubbed his hands in sanitizer before he reached for the brown bottle. "Can I put this on with that suit still on ya?"

She grimaced, hesitated and finally reached down for her sides. With a great deal of effort, she ripped the suit...without actually tearing it. It was like some kind of super tough Velcro or something like that, making the front of the suit one big flap. When she reluctantly peeled the suit back with a hiss of pain, he could now see the wound, which didnt look too deep since he couldnt spot her intestines. It seemed large and ran diagonally, almost cutting through her blood soaked navel. "What does...it look like...?"

Spider-man was certainly thankful she was trying to focus now. "Not too deep, yet it's still bleeding a whole lot. It's a cut across, and real close to your belly button...I'm gonna sprinkle the antibiotics lightly. Does it sting?"

"I wouldnt know..." She paused to lick her lips. "I've only gotten sma...ll cuts until now..."

"Seriously? You've been quite lucky." Spider-man began to apply it, and frowned when she twitched.

"Heh. If onl...y you'd known how my day went..."

"Well, it can't be all bad."

"How do you know that?"

"I'm helping you now."

Stephanie managed to look down at the stranger working to save her life, and he gave her a conscious nod before reaching for the bandages. She didn't like the fact that she had to be rescued...but she guessed that him being there was better than being dead. "I...I guess youre right...Don't put on the bandages yet. The...The stitches are needed."

"Wait..." Spider-man's paling skin was almost visible through the suit. "You want me to...Stitch you up?"

"I think I'm gonna learn to like you..." Stephanie briefly laughed. "Not only do you not have a weak stomach, but you'd even volunteer to stitch me up."

"Hmmph. I'm Spider-man, by the way.". He pulled out the needle and string as he spoke. "But I guess you can't tell me your name, right?"

"Not my real name." The young woman smiled. "But you can call me Batgirl."


	2. Morning

"So, How's it looking guy?"

"Well, you're gonna have a lotta scars." Spider-man looked up towards her with an aloof shrug. Most of the bed blankets and her suit were smeared with blood, but Stephanie had gotten through most of the stitching actions with nary a sound. Just a few quick whimpers that she pretended never happened. "But on the bright side, you've got a belly button piercing! Well, you'd have to get the ring yourself, but I coincidentally made it while patching up your stomach."

"Heh." Stephanie rolled his eyes. He'd been wisecracking this whole time, probably to get her mind off the pain. "What's it gonna cost me?"

"Usually, Seven billion in cash. But I'll make an exception for some information." Spidey began casually. "Now, I'd usually go to the Library for information, but I'm so new here that I wouldn't know where it is. So, could you tell me what city we're in?"

Batgirl raised an eyebrow, but realized he wouldn't really see it with her mask. She had previously thought about taking it off so she could breathe a little better, but she didn't trust the guy enough to do that...or did she? It was getting harder to determine that."We're in Gotham. Does that ring a bell?"

"No...Does New York?"

"No." Stephanie frowned. Where the heck was New York supposed to be? "Are you saying you came from there?"

"I might have come from another dimension...but yeah." Spider-man placed the assorted bottles and medical supplies back in the box, and the box back in it's proper place. A childish grin spread out on Stephanie's face when she heard his words.

"Another dimension? Cooool..." She sat in silence for a moment, as if she'd suddenly thought of something. She reached up towards her head, and suddenly pulled off her mask. Spidey was quite surprised to see a young, beautiful blonde woman underneath.

"Okay then." Spider-man scratched the back of his head, and Stephanie combed back her hair with her hands. He was a bit inspired and more so amazed to see a girl that fought crime as he did. He could never imagine a girl in his shoes, and yet he'd found one. "I wasn't expecting you to-"

"Reveal my identity to a stranger?" Stephen shrugged. "For one, you're from a different Dimension so I don't have to worry about you doing anything since you don't come from here. Plus, you saved my life. I owe you SOMETHING, don't I?"

"Well I wasn't expecting something so...touching." Spidey truthfully declared. "What do I call you anyways? You look like a Brittany. Or a Taylor? Are you Taylor?"

"Stephanie Brown."

"Stephanie...Fine enough. Mine's Peter!" Spidey abruptly shook hands with her. "I may not take off my mask, but I'll settle for givin' ya a name."

"Seriously?!" Stephanie groaned, and got up from her bed. Spidey looked concerned, and she waved a hand dismissively. "I'm hungry. Anyways, I just took off my mask in front of you! Why can't you?"

"I dunno. Last guy I showed it to...Well, it didn't end well for me." Spidey explained to her, holding up a hand. "Do you have Ramen noodles?The chicken flavor? I'm a sucker for Ramen."

"Yeah. I've got a few." She opened the closet door in the small kitchen area, casting him a glance. "But those things are really disgusting."

"And packed with Sodium." Peter wandered the room chalantly, inspecting pictures she had on the wall. One had her as a child standing next to who appeared to be her mother. "So uh, this place looks really expensive. Something tells me you're not a freelance hero."

Stephanie gave a short laugh at that, pausing her task of cooking the noodles at the right temperature. For herself, she'd have the microwavable Craft's Macaroni and four cheese. "Actually, I am freelance. I just have a very rich friend is all. From the way your suit looks, I'd say you're freelance. Costs money for Kevlar afterall."

"Eh, Kevlar slows me down and spandex is within my budget. Besides, I usually save the money to buy a sewing kit and webfluid ingredients. " Spider-man plopped down onto the comfy couch. "How's your mobility in there? You're not opening any wounds, are you?"

"Not that I know of." Stephanie answered, walking in with bowl of Ramen noodles. The very smell made her inwardly gag. "It hurts, but I've felt worse pain."

"Oh really? We talking Physical, emotional or..." Peter just seemed to notice the size of the TV before him. "Geez! This thing's huge! Your friend's richer than I thought."

"Yeah. Have you seen a building with the name 'Wayne' on it?" When he nodded, she continued while sitting on the opposite end of the couch. "That would be the building my friend owns."

"Hmm..." He pulled his mask up to the bridge of his nose, and then began to eat his noodles. "That's tight. It's also tight how you're fighting crime like this. It's actually kinda brave. You don't have any powers like me, and yet you're putting yourself through this to help people."

Oddly, a blush lit her cheeks. "Uh...thanks. I just can't believe I got that careless with Electrocutioner...and had to be saved."

"Hey, I get it. Tough girl. You don't need saving...I know." Spidey swallowed the third bite quickly. "Speaking of the shockingly bad crook, he said something out getting a reward for you. I imagine you're good at your job, but not good enough to warrant a reward for your head."

"What can I say?" She shrugged dramatically. "Some people just REALLY like me."

"Yeah well, if that 'Electrocutioner' guy wants the money, no doubt a lot of your other foes will wanna get a crack at you. I would know, since I've still got a reward on my head." The man began seriously. At least, as serious as you can take a guy wearing spandex. "You need some help. And I need a tour guide for this place. I say we work together for as long as I'm here. It's like a friendship with benefits deal."

"You'd be great working as a house seller, you know that?" Stephanie quipped, and then paled. He was starting to rub off on her.

"Thanks. You'd be great as a stand up comedian." Spider-man held out his hand as kindly as possible. "Partners?"

The unmasked Batgirl rolled her eyes at his gesture, and looked from his hand to what she could see of his face. A small smirk pulled her lips a bit. "Partners."

They shook once, but Stephen pulled away abruptly.

"On one condition." She deadpanned. "Your mask. off."

Spidey frowned, but shrugged just as well. "Oh fine! But be warned! Under this mask lies a face so handsome that you may go blind-"

"Peter? That was your name, right? Hurry up."

When his mask was pulled away, she could see exactly what this Peter looked like. He seemed to be her age as far as she could tell, and had rather warm brown eyes. His hair looked moppy and shaggy and just perfectly a mess. A huge brown mess. " look like you're Sixteen."

He could detect sarcasm a mile away apparently. "You look like you're five..."

"Is that the best you've got?"

"...Hundred."

Stephanie playfully glared at him, and crossed her arms. "If I didn't have so many stitches I'd slap you."

"Too bad...So sad!" He pouted like some kind of brunette monkey in a spider suit, before he hopped onto the ceiling with a empty bowl in hand. "Anyways, you mind if I crash here? Just for tonight? I forgot my wallet at home. Along with my clothes."

"You know what? You can stay here as long as you want...I guess." She shrugged. Stephanie could always use a roommate. It reminded her of the fun times at College. "And maybe I can get you some clothes."

"Seriously? You are the best sidekick ever!" The hero slowly dropped the bowl into the sink? "Though I can hardly believe you're doing all this stuff for little old me."

"Do I need to remind you that you saved my life?" Stephanie began to unzip her suit once more, but paused. "Uh...could you cover your eyes for a sec?"

Confused, he put a hand over his huge white lenses and waited, frowning at the sound of a kevlar suit falling onto the ground. Then he heard some other clothing item rustling. Curiosity got the better of him, and he peeked through his fingers. Stephanie was now out of the Batsuit, and now in navy blue footie pajamas. "Oh. Good. I would have hated to have seen you without clothes on."

"I don't go into the suit naked Yknow." Stephanie almost whined, and peeled back the blankets of her bed before walking towards the bathroom and starting to brush her teeth. "Ah'll bwet you go en naked."

"Oh wouldn't you like to know the truth?" He crawled along the ceiling and landed back on the couch with a graceful thump. "Ah, I love sleeping on the couch. The rich, exotic leather always lulls me to sleep on a silver mist."

"I seriously hope you don't talk in your sleep." She pleaded, and proceeded to gargle on mouthwash.

"I snore, maybe."

"Ptew!" She wiped her mouth and waltzed back towards the bed, pouring into it gingerly. It hurt walk and hurt even more to bend her spine while getting into bed. She needed a chiropractor. "Well, that makes two of us. You sure you like that couch the way it is? I can always switch places."

"Heck no. No lady is going to sleep on a couch. Of course, if want a snugglebuddy, I'm right here."

"..."

"I was just kidding! Don't kill me." He began to get comfortable, but noticed a missing ingredient. "Uh...toss me a blanket, if you have one."

Plumf!

"You'd be terrible at football, Steph." Spidey complained, pulling the blankets from the floor.

"Goodnight, Peter." Stephanie answered, but of course let her eyes remain open. Night was always the times when she thought over things...like their partnership and the fast growing trust between them. She was always taught that this kind of friendship; this kind of thing was fake. That it was a ruse used to get close to you and then tear out your heart. But for some reason he didn't seem like what she had been told. He seemed a lot better than that...a lot kinder.

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"So...Not only did you not send the brat elsewhere, but you actually brought in another goody two shoes."

"Whaaaaat? Everyone makes mistakes!"

"If it weren't for you, Electrocutioner would have had her."

"Now now, my good men! This is even better than before!"

"Just how is this better, Clown?!"

"Think about it: If we brought in a hero...no doubt there's some life threatening villain to bring in too...Hehehehehehehe*COUGH COUGH* UGH! "

"Uh, I have some cough drops right here Mr.J!"

"Ugh...thank you Harley."

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Ouch. Ouch,ouch,ouuuuuuuuuuuch.

She awoke to the smell of bacon...but to the pain of sore muscles all over. Her eyelids cracked open just the slightest, and through this slit she could make out her ceiling. Against her will, she turned her head towards the smell of the bacon. Peter was standing in the kitchen, clad in his Spider-man suit and coking what she could see to be...breakfast food items. She opened her mouth to say something to him, but all that escaped was groan from her pain. The brunette looked behind himself at her, which was surprising since her groan sounded quieter than a whisper. "And sleeping beauty awaketh from her deathlike slumber, caused by the sweet kiss of bacon smoke in the air."

She decided to ignore his statement and fight to sit up in bed. After twenty seconds of quiet grunting, she managed to lean against the wall behind her. "I feel like I just got through lifting a billion tons."

"Must've happened when you slept." He said from the corner of her vision. "I once felt like that after lifting this building."

"You can lift buildings?" She asked in shock, and turned her head a little too fast. She winced as her neck muscles ached.

"Well...very small buildings. Like a carwash building maybe...I can't lift like, the Empire State building or anything like that...but I'm pretty great with lifting."

"Oh. I once lifted a car."

"I highly doubt that."

"...okay, it was a motorcycle. Halfway in the air."

"I lifted an eighteen wheeler once. Didn't break a sweat."

"Okay, enough bragging..." She winced again once she managed to climb out of bed. Stephanie began to stagger over to the kitchen. "What are...agh...you doing?"

"Uh, making breakfast. You sure you should moving around?" He asked curiously, tossing the various cooking utensils he'd used into the sink. "You did take a huge beating and several wounds. No offense."

She scowled to herself a little, but not for long. "None taken."

He handed her one of her large plates, and in it was a stack of three pancakes. Two unscrambled eggs were at the top, while three bacon pieces curved more at the bottom. In the space between the eggs and the bacon was a lone circular sausage. "Seriously? A smiley face?"

"Yep! A breakfast to make you happy the whole day!" He said like some Chuck. employee, with a side of a cheesy grin. "Unless you like being a grouch."

Stephanie rolled her eyes and took the plate from him, just before Peter zipped past her and went for his mask. The young woman stared at him in an incredibly confused manner, setting her breakfast down on the counter. He only got so far as to open the window will before he heard her cough. He turned around and saw Stephanie staring at him suspiciously, her hands on her hips. "Where are you off to?"

"Just cuz I'm in a different universe doesn't mean I can't stop fighting crime." He spoke, making ready to leap out. "I'll be back in eight hours."

"Haven't you eaten anything? "

"Yes, 'Mom', I have eaten something."

She nodded. "Okay...What about the clothes I'm supposed to get for you?"

"I've got my clothes sizes written down in that pad over there." He pointed a webbed finger over at the counter. "Also a few other ingredients. I'm gonna get low on my webfluid."

"What good is a Spider who can't make Organic webs?"

"Everyone's a critic. See ya Batsy!" The wallcrawler saluted to Steph, before falling backwards out of the window. Seconds later, she could spot his slowly fleeing form swing out through the air. After casting a curious look after him, she reached for her commlink. Now might be a good time to talk to her Bat family.

"Stephanie to Dark Knight. Can you hear me Bruce?"

"Yeah. But...UGH...Kinda busy right now."

"But-..." She heard the feed cut out almost instantly, and when she tried everyone else's links no one was responding. Even Damian, who loved to begin a conversation with 'Hey, Fatgirl.' They must be doing League business or dealing with that Manbat issue again.

Never around when you need them.

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"That is literally the most ironic name in the world."

"WILL YOU STOP TALKING?!"

Spider-man dodged another plume of life threatening fire, and took refuge on the corner of a rooftop. Thank goodness he had on his mask, or the smoke might have gotten to him. Thank goodness his adversary was not only bad at naming himself but also bad at aiming. "Hey, I'm a talker! It's my dayjob! I'm also a singer, but I save that for the shower."

Before the man in the red butterfly suit could point his flamethrower at him, Spidey clogged the nozzle with webfluid. As the crook began to wildly pulling at the webs, his wisecracking foe nonchalantly sat down and crossed his legs. "But we're getting of the subject Amigo! Your name is Firefly?! Seriously?! Do you know how ironic it is that as a Spider I am going to kick your butt and trap you in a web? If I was a Vampire, that would seal the deal!"

"Whenigetthisstupidthingoffillmeltthatsmilerightoffyourface!"

"Seriously, Homie! All we need know is some guy who's a Ladybug and we've got ourselves a backyard rodeo." The Webhead shook his head at him sarcastically. "Look, not that I'd don't think you're stupid but, who would be idiotic enough to rob a bank during the day? BTW! Why do villains always go for banks?"

"WHERE ELSE ARE WE SUPPOSED TO STEAL MONEY FROM?!"

"A grocery store. A rich guy's house. A movie theater."

"...SHUT UP!" He finally freed his flamethrower, but moved a little too late to dodge Spidey swinging down swiftly. A kick to the head quickly knocked out Firefly, and the villain crumpled to the ground a very uncomfortable position.

"*Sigh*...All in a day's work for your Friendly Neighborhood Spider-man..."


	3. Battle's Beginning

**Hey fellas! Sorry about this one being so short! I decided to include Black Cat, and may pair her with Jason Todd.**

* * *

Peter looked over himself in the bathroom mirror, eyeing his grey T-shirt and blue jeans with interest. "For a girl...you sure know what to get a guy."

"Sorry, but that seems to imply that Spider-man is an antifeminist hero!" Stephanie looked over her shoulder as she slipped into her kevlar suit. The young woman grunted as she pulled her suit up over her torso, finding the tight compression at her chest to be slightly painful. Oh well...A girl's gotta protect her things, right?

"Hey! No offense!" Peter chuckled, noticing her slip into the suit with a grimace. "Geez! Can that suit be any tighter?"

The blonde narrowed her eyes suspiciously. "Better than it slipping off Mid-battle."

"I'm just sayin. A lotta the guys we pummel are a buncha Neanderthal pervs." The mask is Spider-man slipped on easily, and his voice became slightly muffled. "Until you actually punch them, they only notice your hips and your...Yknow."

"You sound like you know someone with that experience."

"A friend of mine: Kitty Pryde." Peter sighed, and hopped on one leg as he got into the suit. "She had a few assault problems during the hero job."

"Well, no offense to your friend, but I can take care of myself." Batgirl declared almost arrogantly, sending him an aloof look. She adjusted her mask with a soft chuckle. "It's funny. My best friend is a Superhero too; goes by the name of Supergirl. She flies around wearing this short sleeved crop-top and a tight blue skirt about as wide around as kindergarten binder. The girl practically wears a bikini, and I haven't heard of any 'comments' about it."

"Great. Too bad she still has to deal with the common fool." Spidey offered, to which Steph nodded. "Like the silent A type."

Stephanie paused her advance in checking her utility belt to stare at him quizzacly. "Uh...what's a silent A type?"

"The Alvinolagnia creeps who are too quiet to be crooks." He jogged up to her, then paused to do a few stretches with his arms. Stephanie, who felt a strange urge to impress him, decided to try and give the definition of Alvinolagnia.

"That's uh...that's the fancy word for belly fetish, right?"

"Yep." Spidey crossed his arms. "Now, let's go save some city blocks, eh?"

"Sure!" Batgirl hopped out of the window, but poked her head back inside briefly. "Did we just have a conversation of fetishes?"

"Well, no. It was one fetish." He answered.

"Oh...that was weird."

Twenty eight seconds later, and the two had scaled the room of a Newspaper building. It looked windy this darkening afternoon, and a few clouds threatened to spill water out from their bowels. The moon was not full; and was more in the shape of a 'C'. Stephanie stood on the edge of the roof as she had done not long ago, and Spidey joined her in the gazing. "So, this is how you usually keep an eye on people?"

"Yep." Steph admitted. "Some nights are kinda quiet, and not much happens. Yesterday, before Electrocutioner came in, there were these guys in a truck with machine guns. They might belong to one of Gotham's gangs."

"How many gangs are there?"

"About three big ones. They belong to Black Mask, Two-face, and Penguin." The Batgirl sat on the edge after a while. Seeing Spidey's quizzical look, she continued. "I don't know why he calls himself Penguin. Maybe cuz' he's fat and loves black and white."

"Oh...That's tough." The Hero responded truthfully. "I never had to deal with three gangs back in my city."

"Yeah, and those are only the organized crime gangs in Gotham. There's this one other dangerous gang that doesn't roam around for money. Just to cause chaos." A bird fluttered not far below her, and she briefly watched it. "They call themselves the Circus."

"That's because they're stupid. Who owns that gang?"

"Try and imagine the Devil...dressed as a clown. That'd be The Joker."

"Yeesh." Spidey rubbed the back of his head, and crouched like a tiger about to sit. "I know a devil dressed as a goblin."

POWNK! POWNK!

They both tensed at the faint sound of a far-off gunshot sound, and looked behind themselves. Of course, they didn't see anything other than the horizon.

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"You think this is the building?" Spider-man questioned, his gripping fingertips gently place on the glass roof while his partner's black boots were solid on the surface. It was too dark for him to see if there was anyone in there." Cuz abandoned warehouses are the perfect places for criminals. "

"This place isn't abandoned. It's just barely used. Now don't talk until we're down. Don't wanna alert whoever had the gun." She whipped out a rather sharp batarang and began to cut a very large circular shape in the glass. Batgirl managed to quietly take the piece of glass out before it could fall and make a bunch of noise. Spidey flicked out his web at the edge of the glass opening and suddenly hopped into the whole. The webline slowly lowered him down to the pitch black floor.

'He's such a showoff.'

Stephanie gritted her teeth slightly, and waited until he was one the floor."Activate Temporary flight."

Spider-man noticed a distant hum emanating from above, and saw Batgirl slowly floating down on glowing boots until she was standing next to him. "I use that usually when my cape tears."

"Too bad we don't have any flashlights..." Spidey said, and reached out towards her as the glow of the boots died out. "Uh Batsy? You still there? Since when was your head this bulgy?"

"Dat's by nose, Spidey."

"Oops. Sorry. There's gotta be a light switch around here somewhere!"

"I think I might have a flare here. It'll last about eight minutes." From the sounds he heard,not seemed like she had found something in her pockets. But there was a pause. "You got a light on ya?"

"Why would I have a lighter on me?"

"You...You seemed like the kind of guy who smokes."

"Seriously? You think smoking is what I do? You do realize I risk my life enough as it is, right?"

"I'm sorry! Uh, maybe I can rub it against myself." A short scraping sound later, a bright light almost illuminated the whole room. They could spot a few beams holding up the glass roof, and a few huge doorways here and there. But nothing to be the culprit that caused the sounds of gunfire. That is...until a figure stepped out timidly from one of the doorways, immediately noticing them.

It was a man with black hair, brown eyes and a black moustache. He wore seemingly high tech armor that's yellow and red in color with big bulbs on the helmet, on the chest and knees. Most of his upper head is covered by a hemelt and a visor.

"Woah..." Spidey immediately recognized the guy and nervously chuckled. "Shocker, ol' buddy...I seriously wasn't expecting you...at all."

"Too bad Ah caint say the same, bug. " was the oddly Texan voice that rang out from this 'Shocker'. Batgirl raised an eyebrow when a strange whirring noise attracted her attention. She turned her back to Spider-man in time to see another male figure in the flare's glow. He had a short, hunchbacked height and very pale skin,coupled with short cut black hair and huge red goggles. He wore a grey scientist suit, and around his back he wore a mechanical device, with four octopus arms attached to it.

"Of course, I expected to reel you in with the sound of gunfire and you came." This new character said, eyeing Stephanie with a disgusting sense of interest. "You, and your pretty friend here. "

"Hey, ya know how Spiders and Bats are, Doc." Spider-man shrugged, only briefly turning his head from behind Batgirl to look at him. "There's just something so amazing about gunshots! We're like moths to a flame."

"Apparently." The Shocker raised his gauntlet wrapped hands and the produced a glow while vibrating. "Now let's quit flappin' our gums and get down ta business already!"

"Duck!"

Stephanie swiftly crouched down and avoided being struck through the head by both a metal tentacle and a yellow bolt. Both objects collided in midair and resulted in the 'Doc' being shot back into the wall. Batgirl flicked a handful of blunt edged batarangs at the remaining for and all of them failed to meet their mark. Spider-man yanked both of them out of the way of a yellow bolt, and Batgirl managed to lodge a batarang in one of the gauntlets.

Spider-man sprang forward and smacked Shocker's temple with a fist, briefly incapacitating him. Stephanie sprinted towards the thug. "You handle four eyes! I'll take the massage chair over here."

Spider-man nodded, and turned to see Doc Ock slowly rising up.

"Why does she get all the good ones?"

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"GUH!"

The cruel irony in her awakening was that cats hated water deeply. Big cats were exceptions, but Black cats had some kind of hatred for lots of water. She just so happened to be Aquaphobic, and be crazy enough to run around in a cat suit. That's where the cruel irony hit. Felicia Hardy, The Black Cat, was awakened by having her head shoved in a drum of water.

Through her coughing and waterlogged sputtering, Felicia almost missed the sound of someone speaking. "Yknow, they've told me a lot about you."

"Wh...ghlunk..." She hated that her voice sounded so shuddering, as if she were scared. Then again, she had just woken up randomly and her fear of water was being unknowingly exploited. "Wh-Who do you th-think y-you a-AUGHLK!"

She was dunked back underwater before she could finish or get a good look at the guy. When she resurfaced, her coughing was bit worse. She could barely breathe.

"Don't interrupt Mr.J, Deary. It's sooo rude." Felicia saw someone who, in honesty, looked like a clown. Possibly some New York chick in a red/ black suit. "Keep going, puddin! You were at 'they told me a lot about you'!"

"Thank you, Harley!" Felicia turned to see another clown in a purple jacket strolling towards her. It was then that the platinum blonde woman discovered that she was limply kneeling before a tank of water and that the chick in spandex was holding her up by her silver hair. There were a few faces she recognized behind the girl, Like Kraven and Scorpion. The most frightening part of it was the loss of Black Cat's mask. They'd seen her face. "Those fine gentlemen there and the green fellow have told me all about you being a fellow criminal. But some goody two shoes spider comes around, and you go soft! If there's one thing I hate in this world, it's a traitor to the cause of bad."

"I...I d-dont even...know y-you..." Felicia seethed, and Harley was about to dunk her head back in just before Mr J flicked his hand. She immediately dropped Felicia, who banged her skull painfully on the tank. "And...h-how do y-you know...me?"

"Through the internet-How do you think?!" He chuckled. "Those gentlemen behind you! You know Kraven and Scorpion, don't you?"

"We remember you, of course." Felicia shuddered at Scorpion's voice. "And I look forward to reminding you for a very long time."

"But first! There are things to be done...both an annoying little bat...and that Spider." Mr J rubbed his hands eagerly. "Since you hold no usefulness to me, I should kill you...but Torture is my middle name! I once invited a fifteen year old to a full month of torture at my Asylum!"

Harley rammed her foot into Felicia's stomach, and she skidded across the floor from the impact. The blonde felt fear begin to claw at her heart when Scorpion's mechanical tail slowly wrapped around her neck, not tight enough to choke her yet.

"And I may be a feminist..." She heard him as Scorpion immediately began strangling her. Any pleads for him to stop could never escape her lips. "But I doubt a little girl like you would last very long. Try struggling! It makes the pain so much worse...HEHEHEHEHEHAHAHAHAHAHAHAAAAA!"


	4. Symbiosis

Felicia couldn't feel her leg at all, and there were moments when she feared one of her lungs had collapsed. But she was still breathing, even after the beating she had just taken. The woman was also emotionally broken; nothing like this had ever happened to her. She'd sobbed because she had just been taken away and then beaten...it was a painful reminder of her past, something she thought she'd escaped.

She almost whimpered when she tried to get up slowly, only for Scorpion's tale to wrap around her waist. Into the wall she went,crumpling into a pile once more. The Scorpion and Kraven were sauntering towards her, at least as much as she could see from her swollen eye. "You can't pass out on us yet,Cat! We've been here a few hours."

Felicia gasped, trying to take in any air she could. From the corner of her vision, she spotted Kraven raising a clawed hand, aiming to slash her back swiftly. But suddenly, a very loud gunshot sped through the room.

Felicia's eyesight went black.

SWACK!

Stephanie grimaced when Shocker landed a shot to her gut, and had an arm forced behind her back. She grunted and front flipped so that he was thrown onto his back. Spiderman had trapped one Ock's arms against the wall, and was now dodging the other three projectiles. He somersaulted just in time to evade the swinging weapons and shove a kick at Ock's temple."so, what business do you have here, Doc ol boy?"

"Business from a certain employer, you imbecile!" The villain sneered, recovering swiftly. "One who shares a common interest with Mr Osborne."

"...Norman?" Spider-man paused his dodging, and was smacked into the far corner of the room instantly. Stephanie had just finished knocking Shocker unconscious when she saw Spider-man get hit. Something made her stop completely, almost in complete worry. This hesitation was broken when she noticed Ock making his way towards her.

"And The Joker asked me to say hi to you." The villain chuckled and she glared daggers at him. Stephanie didn't move though; not sure if she could handle a guy with eight limbs. "For him, of course. Speaking of which...we'll be heading back now. Business to attend to, you know."

Batgirl jumped up when one of his arms flew at her, but the mechanical thing merely grabbed Shocker. The young woman sprinted over to Spider-man and helped him up quickly. "They're getting away!"

Spidey shot up as soon as he heard that, running ahead of Batgirl to catch up with quickly escaping Doctor. Stephanie raced after him, but paused when her foot hit something extremely wet and sticky. She stumbled slightly and tried to see what it was on her boot, only for the light of the flare to suddenly burn out. Batgirl shrugged and focused on catching up with the guys.

Spider-man swung swiftly on his webline, aiming his body for the silhouette of the octopus. But when he tried to fire another webline, his shooter only sputtered out bits. His other shooter gave him the same results as well as soon as he let go of the previous webline. "Okay, Spidey...No big deal. Just empty web shooters. We're low enough to the ground, right?"

Spidey wasn't too surprised to see a pigeon flutter just below him, indicating his height.

Batgirl cursed under her breath; her glider hadn't gotten her to catch up with Spider-man fast enough! Now his enemies might have gotten away to report back to the Joker. What was he doing in this anyways? He was already enough of a pain in the butt, and now he had to team up with more pains...

Stephanie was broken out of her thoughts by the sound of a little girl screaming at the top of her lungs. Surprisingly, it was a falling Spider-man making the noise...a Spider-man who was dangerously close to hitting the ground fast. Batgirl angled herself down, and folded her arms to her sides. She zipped at him as fast as a bullet, and wrapped her arms around him enough to grasp his back. "Activate temporary flight!"

Her boots hummed again, allowing them to slow very gradually and then rise up quickly near a rooftop. Spidey had immediately clung to her on instinct when she swooped him up, which was now making this whole thing a little awkward. Spider-man couldn't help but notice that he had a pretty good view of her eyes, as well as her oddly pillowy lips. Stephanie couldn't help but notice that even through the kevlar fabric, she could feel his extremely toned chest press into hers.

Eventually, the heroine set them down on the rooftop, and they immediately parted. Stephanie hated the fact that she had her cheeks visible with this mask, because he could most likely see her blush. "Well...uh...that was awkward."

"...yep." Spider-man nodded once, thankful for his mask. "That really was...your breath,uh, does smell nice though."

"Oh. Thanks." She giggled, and instantly felt that giggling would have made her look like an idiot. "It's, uh...all in the Tic Tacs...Anyways, did we lose them?"

"Yeah, we lost them. Well, I did." Spidey sighed, looking over his shoulder. He suddenly felt that pitting the blame on both of them would be bad. "My web shooters ran out of fluid. I'll have to see if I can't make more."

"Wait, you have to make webs?" Stephanie frowned deeply, looking dissapointed. "I always thought they came out of your arms or something."

"Ha. I wish. Life would be much..." Peter peered closely at her hips, something that only made Steph blush again. "Uh...Isn't your belt usually yellow?"

Stephanie looked down, and was of course surprised to see that a growing film of black was enveloping her quickly. She gasped and tried scraping some of the black substance off, only for it to encase her arms. Spider-man ran forward, trying to scrape the black ooze off to no avail. "H-Hey! What is this stuff?!"

"We have to get it off of you before..." Spider-man trailed off when the ooze finally reached her exposed chin, and seeped into the suit from the neckline. Stephanie shuddered uncontrollably, obviously not comfortable with whatever cold thing was sliding around on her skin. Oddly, the whole thing seemed to stop, as if nothing ever happened. She quizzacly stared at Spidey when he muttered out a string of swear words. A VERY long string. "Uh...what just happened."

Peter groaned again. "The Symbiote."

"Symbiote?"

Unenthusiastically, Spidey looked over her. Her suit looked normal again, but not that thing was in her suit. "It's a long story...Basically in my world, this thing gets attached to my suit, makes it all black and shiny. It made my fighting style better, I was even extremely bulletproof and stronger."

"Then why do you look so pissed?"

"That thing really messes with your head. At first you're all fine. Then your personality gets changed, and your way of doing stuff gets mixed with anger. It makes you think you hate everyone you've loved, so it can feed off your negative emotions. It'll kill you eventually, when it saps your energy away."

"Oh crud. I stepped in that thing back in the warehouse. " Stephanie grimaced. "What am I supposed to do to get it off?"

"Vibrations. Really loud ones." Spidey informed her. "A really big bell works best. Got any of those."

"...Craaaaaaaap!" Stephanie face palmed. "The Gotham City bell is broken, it's gonna be fixed in another three days."

He grimaced beneath the mask, and rubbed the back of his head. "Okay then. We may have to wait until another option turns up...but I promise you on my life, that we WILL get that off of you."

"Your life? That's a pretty big promise." Stephanie smiled softly, against the thoughts of what might happen to her with this suit on. "...Thanks, Pete."

"I should be thanking you." Spidey responded with a shrug. "You did save me from being a bug splat on the ground. So now I've gotta help you with this issue."

"Why don't we both thank each other byyyyyyy..." Stephanie thought for a moment, and then snapped her fingers. " ordering pizza from Domino's?"

"Hmmm...What a Swellagant Idea! I made in the mood for Provolone." The wall crawler looked at the close together buildings around them. "How about a parkour race back to your place?"

"It's on!"

=/=/=/=/=/=/=/=/=/=/=/=/=/=/=/=/=/=/=/=/=/=/

Felicia was at first certain she was dead. Yet, as she opened her eyes to see a fancy ceiling...and feel far too much pain, she realized that dead people don't wince. Yet, that only furthered her confusion. First she was with those monsters, then she was suddenly lying on...a very comfy couch of some kind. The platinum blonde heard something that sounded a lot like a footsteps, and then footsteps coming closer. Before she could attempt to turn her head, Felicia saw a almost elderly man hover over her, dressed in a very nice suit and fancy moustache.

"Ah, you're awake." He spoke, with a kind British accent. "I am Alfred."


End file.
